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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACTO OF 1934
For the quarter ended September 30, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to __________
Commission File Number: 2-89616
GOLDEN MAPLE MINING AND LEACHING COMPANY, INC.
(Exact name of Registrant as specified in charter)
Montana 82-0369233
State or other jurisdiction of I.R.S. Employer I.D. No.
incorporation or organization
421 Coeur d'Alene Avenue, Suite 3, Coeur d'Alene, ID 83814
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (208) 664-3544
Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such fling requirements for the past 90 days. (1) Yes
[X] No [ ] (2) Yes [X] No [ ]
State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date: At December 1, 1997, there
were 216,057 shares of the Registrant's Common Stock outstanding.
PART I
ITEM 1. FINANCIAL STATEMENTS
The financial statements attached hereto and included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles nave been condensed or omitted.
However, in the opinion of management, all adjustments (which include only
normal recurring accruals) necessary to present fairly the financial position
and results of operations for the periods presented have been made. The
results for interim periods are not necessarily indicative of trends or of
results to be expected for the full year. These financial statements should
be read in conjunction with the financial statements and notes thereto
included in the Company's annual report on Form 10-KSB for the year ended
December 31, 1996.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
Since discontinuing operations in 1990, the Company has had no
operations, other than the ownership of unpatented mining claims which were
abandoned in August 1993. The Company was organized for the purpose of
engaging in mining activities; however, the Company does not have any
significant cash or other material assets, nor does it have an established
source of revenues sufficient to cover operating costs and to allow it to
continue as a going concern. The Company intends to take advantage of any
reasonable business proposal presented which management believes will provide
the Company and its stockholders with a viable business opportunity. The
board of directors will make the final approval in determining whether to
complete any acquisition, and, unless required by applicable law, the articles
of incorporation, or the bylaws, or by contract, stockholders' approval will
not be sought.
The investigation of specific business opportunities and the negotiation,
drafting, and execution of relevant agreements, disclosure documents, and
other instruments will require substantial management time and attention and
will require the Company to incur costs for payment of accountants, attorneys,
and others. If a decision is made not to participate in or complete the
acquisition of a specific business opportunity, the costs incurred in a
related investigation will not be recoverable. Further, even if an agreement
is reached for the participation in a specific business opportunity by way of
investment or otherwise, the failure to consummate the particular transaction
may result in a the loss to the Company of all related costs incurred.
Currently, management is not able to determine the time or resources that
will be necessary to locate and acquire or merge with a business prospect.
There is no assurance that the Company will be able to acquire an interest in
any such prospects, products, or opportunities that may exist or that any
activity of the Company, regardless of the completion of any transaction, will
be profitable. If and when the Company locates a business opportunity,
management of the Company will give consideration to the dollar amount of that
entity's profitable operations and the adequacy of its working capital in
determining the terms and conditions under which the Company would consummate
such an acquisition. Potential business opportunities, no matter which form
they may take, will most likely result in substantial dilution for the
Company's shareholders due to the possible issuance of stock to acquire such
an opportunity. At the present time the Company has no merger or acquisition
negotiations in process.
Liquidity and Capital Resources
As of September 30, 1997, the Company had no assets and liabilities in
the amount of $36,056, as compared to assets and liabilities of $840 and
$216,598, respectively, for the year ended December 31, 1996. The Company had
no revenues during the quarter ended September 30, 1997, and had losses of
$4,914 during such quarter. Likewise the Company had no revenues during the
nine months ended September 30, 1997, and had losses of $13,983. Since
discontinuing operations in 1990, the Company has not generated revenue and it
is unlikely that any revenue will be generated until the Company locates a
business opportunity with which to acquire or merge. Management of the
Company will be investigating various business opportunities. These efforts
may cost the Company not only out-of-pocket expenses for its management, but
also expenses associated with legal and accounting costs. Some expenses have
been advanced by officers of the Company, but there is no arrangement or
assurance that such officers will continue to advance such costs on behalf of
the Company. There can also be no guarantees that the Company will receive
any benefits from the efforts of management to locate such business
opportunities.
The Company has had no employees since discontinuing its operations and
does not intend to employ anyone in the future, unless its present business
operations were to change. The president of the Company is providing the
Company with a location for its offices on a "rent free" basis. The Company
is not paying salaries or other forms of compensation to any officers or
directors of the Company for their time and effort. Unless otherwise agreed
to by the Company, the Company does intend to reimburse its officers and
director for out-of-pocket expenses.
Results of Operations
The Company has not had any operations during the period ended September
30, 1997, and has not had any significant operations since discontinuing
mining operations. Since that time, the Company's only operations have
involved the negotiation of settlement of the Company's outstanding
liabilities and the ownership of unpatented mining claims which were acquired
in 1986 and abandoned in 1993.
PART II OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Board of Directors called a special meeting of shareholders to be
held on June 30, 1997. On such date a quorum was not present and the meeting
was adjourned until a quorum could be obtained. On August 26, 1997, the
meeting was reconvened and the shareholders of the Company authorized a
reverse split of the 5,401,279 outstanding shares of common stock of the
Company at the rate of one share for each twenty-five shares outstanding. The
reverse spit reduced the number of outstanding shares to 216,057. In
addition, the shareholders approved an amendment to Article V of the Articles
of Incorporation of the Company to increase the number of authorized shares of
common stock to 50,000,000 and to reduce the par value to $.001. Also, the
shareholders elected the three current directors.
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits. The following exhibits are included as part of this
report:
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE
3.1 Articles of Incorporation *
3.2 Amendment to Articles of Incorporation
dated March 28, 1983 *
3.3 Amendment to Articles of Incorporation
dated October 20, 1997 Attached
3.4 Bylaws of the Company *
*Incorporated by reference from the Company's registration statement on
Form S-18 filed with the Securities and Exchange Commission, file no. 2-89616.
(b) Reports on Form 8-K: No reports on Form 8-K were filed during the
quarter covered by this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
GOLDEN MAPLE MINING AND
LEACHING COMPANY, INC.
Date: December 11, 1997 By /s/Donald L. Hess, President
Date: December 11, 1997 By /s/ Howard M. Oveson,
Principal Financial and Accounting Officer
<PAGE>
EXHIBIT 3.3
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
GOLDEN MAPLE MINING AND LEACHING COMPANY, INC.
Golden Maple Mining and Leaching Company, Inc., by and through the
undersigned, constituting the President and Secretary of such entity, hereby
amends the Articles of Incorporation of said corporation as follows:
1. The name of the corporation is Golden Maple Mining and Leaching
Company, Inc.
2. Article V of the Articles of Incorporation is amended to read as follows:
The stock of the corporation shall consist of one class, namely:
common stock in the amount of fifty million (50,000,000) shares of the
par value of $0.001 each.
3. The foregoing amendment was adopted by the shareholders at a special
held on August 26, 1997.
4. The number of shares of common stock outstanding and entitled to vote
upon such amendment was 5,401,279. The number of votes indisputably
represented at the meeting was 2,762,800.
5. The number of shares voted for the amendment was 2,657,200; against was
14,300; and abstained was 91,300.
6. The foregoing amendment does not provide for an exchange or cancellation
of issued shares of the corporation. All issued shares will be reclassified
as having a par value of $0.001. At the special meeting of shareholders,
the shareholders duly approved a one-for-25 reverse split of the issued
and outstanding shares of the corporation effective August 26, 1997.
Dated: October 20, 1997 Golden Maple Mining and Leaching
Company, Inc.
Attest:
By /s/Donald L. Hess, President
/s/Howard M. Oveson, Secretary
<PAGE>
GOLDEN MAPLE MINING AND
LEACHING COMPANY, INC.
(UNAUDITED)
September 30, 1997
<PAGE>
GOLDEN MAPLE MINING AND
LEACHING COMPANY, INC. Notes to Financial Statements
(Unaudited) as of September 30,
1997
The financial statements of Golden Maple Mining and Leaching Company, Inc.
included herein, have been prepared without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Although certain
information normally included in financial statements prepared in accordance
with generally accepted accounting principles has been condensed or omitted,
Golden Maple Mining Company, Inc. believes that the disclosures are adequate
to make the information presented not misleading. These financial statements
should be read in conjunction with the financial statements and notes thereto
included in Golden Maple Mining and Leaching Company's annual report on Form
10-K for the year ended December 31, 1996.
The financial statements included herein reflect all normal recurring
adjustments that, in my opinion of management, are necessary for a fair
presentation. The results for interim periods are not necessarily indicative
of trends or of results to the expected for a full year.
<PAGE>
GOLDEN MAPLE MINING AND
LEACHING COMPANY, INC. Statement of Financial Position as of
(Unaudited) September 30, 1997 and December 31, 1996
ASSETS
September 30, December 31,
1997 1996
CURRENT ASSETS - Cash $ 840
TOTAL ASSETS $ -0- $ 840
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ $ 75,187
Interest payable to related party 81,524
Advances from and accounts payable
to related parties 36,056 59,887
Total Current Liabilities 36,056 216,598
STOCKHOLDERS' EQUITY
Common stock; $.01 par value;
10,000,000 shares authorized;
5,401,279 shares issued and
outstanding as of December 31, 1996; 54,013
$.001 par value; 50,000,000 shares
authorized; 216,057 shares issued
and outstanding as of September 30,
1997 216
Additional paid-in capital 1,211,863 1,158,066
Accumulated deficit (1,248,135) (1,427,837)
Total Stockholders' Equity (36,056) (215,758)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ -0- $ 840
GOLDEN MAPLE MINING AND Statement of Operations For the
LEACHING COMPANY, INC. Three and Six Month Period
(Unaudited) Ended September 30, 1997
Three Nine
Months Months
REVENUE $ -0- $ -0-
OPERATING EXPENSES
Legal and accounting 3,630 10,370
Fees 1,284 3,411
Office 202
Total operating expenses 4,914 13,983
(LOSS) FROM OPERATIONS (4,914) (13,983)
OTHER INCOME
Forgiveness of debt 193,681
Interest 4
Total other income 193,685
NET INCOME (LOSS) $ (4,914) $ 179,702
NET INCOME (LOSS) PER SHARE $ (.03) $ .05
<PAGE>
GOLDEN MAPLE MINING AND Statement of Changes in Stockholders'
LEACHING COMPANY, INC. Equity For the Three Month Period
(Unaudited) Ended September 30, 1997
Additional
Common Stock Paid-in Accumulated
Shares Amount Capital Deficit Totals
Balances as of
June 30, 1997 5,401,279 $54,013 $1,158,066 (1,243,221) $(31,142)
Reverse stock split
on a one for
twenty-five basis and
change in par value
from $.01 per share
to $.001 per share (5,185,222) (53,797) 53,797
Net (loss) (4,914) (4,914)
Balances as of
September 30, 1997 216,057 $ 216 $1,211,863 $(1,248,135) $(36,056)
<PAGE>
GOLDEN MAPLE MINING AND Statement of Cash Flows For the
LEACHING COMPANY, INC. Three and Nine Month Periods Ended
(Unaudited) September 30, 1997
Three Nine
Months Months
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (4,914) $ 179,702
(Decrease) in accounts payable (73,839)
(Decrease) in interest payable to
related party (81,524)
(Decrease) increase in advances
from and accounts payable to
related parties 4,914 (25,179)
Net uses of cash from
operating activities -0- (840)
NET DECREASE IN CASH -0- (840)
CASH AT BEGINNING OF PERIOD -0- 840
CASH AT END OF PERIOD $ -0- $ -0-
